VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 27, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Alya Ventures Ltd. (TSX VENTURE:ALY) ("Alya"), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), is pleased to provide the following update regarding its proposed qualifying transaction (the "Qualifying Transaction") involving Consumer Impulse Inc. ("Snipp") that was previously announced on November 18, 2011. Snipp (www.snipp.com) is a U.S.-based provider of mobile marketing services to publishers, advertising agencies and brands.
Qualifying Transaction
The Qualifying Transaction will in effect constitute a merger between Alya and Snipp with a concurrent private placement (the "Financing"). Through a series of steps, Alya will acquire all of the issued and outstanding shares of Snipp in exchange for the issuance of 22,742,308 common shares of Alya (each, an "Alya Share") which will constitute 67.5% of the issued and outstanding Alya Shares, on a non-diluted basis, following completion of the Qualifying Transaction. Alya will also issue 6,188,692 warrants (each, an "Alya Warrant") to the shareholders of Snipp to purchase 6,188,692 Alya Shares at an exercise price of $0.13 per Alya Share for a period of five years from closing. Concurrent with closing, the name of Alya will be changed to Snipp Interactive Inc. and its TSX-V trading symbol will be changed to "SPN".
Increase in the Size of the Concurrent Private Placement
Due to the strong interest of investors, Alya is pleased to announce that the size of the Financing has been increased by 33%. It was previously announced that the Financing would consist of 10,000,000 units ("Units") with a subscription price of $0.15 per Unit, for gross proceeds of C$1,500,000. Following this increase, the Financing will now consist of up to 13,333,333 Units for gross proceeds of up to C$2,000,000. As was previously announced, each Unit will have a subscription price of $0.15 and will consist of one Alya Share and one warrant entitling the holder to purchase one Alya Share at an exercise price of $0.22 per share within one year of closing of the Financing and at an exercise price of $0.27 per share within two years of Closing of the Financing. All of the Financing will be sold on a brokered "commercially reasonable efforts" basis.
TSX-V Approval and Anticipated Closing Date
Alya has received conditional approval for the Qualifying Transaction and the Financing from the TSX-V. Alya anticipates that the transactions contemplated in the Filing Statement will be completed and that the Qualifying Transaction and the Financing will close on or about March 1, 2012.
Board of Directors
It was previously announced that an additional independent director would be appointed before Closing. It has since been determined that Conrad Swanson, the current Chief Executive Officer of Alya, will continue to serve on the board of the Resulting Issuer as an independent director. It also expected that Erik Hallstrom, who will be appointed Chief Executive Officer at Closing, will join the board of the Resulting Issuer at its next annual general meeting.
Filing Statement
Alya has filed its filing statement dated February 27, 2012 relating to the Qualifying Transaction (the "Filing Statement"). Investors may view the Filing Statement on Alya's SEDAR profile at www.sedar.com.
About Snipp
Snipp (www.snipp.com) provides print publishers, advertising agencies and corporate/consumer brands with a full suite of mobile marketing services in the United States and Canada, and generates revenue by designing, constructing, implementing and managing these mobile marketing services for its customers. It has conducted hundreds of campaigns involving some of the largest brands in North America and Fortune 500 companies since its inception in 2007. Headquartered in Washington, D.C. with international operations, Snipp plans to use the proceeds from the Qualifying Transaction principally to accelerate its growth.
On behalf of the Board of Directors,
Conrad Swanson
, President, Chief Executive Officer and Director, Alya Ventures Ltd.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Alya's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Alya and Snipp, the Financing and the Qualifying Transaction. Such statements and information reflect the current view of Alya with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks:
- there is no assurance that the Financing will be completed or as to the actual proceeds to be raised in connection with the Financing or as to the offering price to be realized. In particular, the amount raised may be significantly less than the amounts indicated if investors are not prepared to invest; and
- there is no assurance that the approval of the TSX-V required to complete the Transaction will be obtained. Further, approval of the TSX-V may be conditional upon amendments to the transactions disclosed herein.
There are a number of important factors that could cause Alya's actual results to differ materially from those indicated or implied by forward-looking statements and information. When relying on Alya's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Alya has assumed a certain progression, which may not be realized.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF ALYA AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ALYA MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this press release.